Government of Jamaica Announces a Tender Offer for its 2017 Notes and 2019 Notes and a New Notes Issuance

KINGSTON, Jamaica, Aug. 9, 2016 /PRNewswire/ --

Tender Offer

The Government of Jamaica ("Jamaica") announced today the commencement of an offer to purchase for cash (the "Tender Offer") Notes of each series listed in the table below (collectively, the "Old Notes" and each Old Note, a "series" of Old Notes) such that the aggregate Purchase Price to be paid for the Old Notes tendered and accepted for purchase pursuant to the Tender Offer is equal to a maximum purchase amount to be determined by Jamaica in its sole discretion (the "Maximum Purchase Amount"). The terms and conditions of the Tender Offer are set forth in the Offer to Purchase, dated Tuesday, August 9, 2016 (the "Offer to Purchase").

The Tender Offer is not conditioned upon any minimum participation of any series of Old Notes but is conditioned, among other things, on the pricing and closing of an international capital markets transaction on the long dated part of the curve in an amount acceptable to Jamaica, to be priced on or about three days after the date hereof (the "New Notes Offering", and the notes issued pursuant thereto, the "New Notes"), the funding of the Escrow Account (as defined in the Offer to Purchase) with a portion of the net proceeds from the New Notes, and the dealer manager agreement relating to the Tender Offer (the "Dealer Manager Agreement") not being terminated prior to or at the time of the settlement of the Tender Offer.

The tender period (the "Tender Period") will commence on Tuesday, August 9, 2016 and will expire at 2:00 p.m., New York City time, on Thursday, August 11, 2016 unless extended or earlier terminated.  The settlement of the Tender Offer is scheduled to occur on Friday, August 19, 2016 (the "Tender Offer Settlement Date").  The purchase price to be paid for the Old Notes of each series tendered and accepted pursuant to the Tender Offer will be the fixed price indicated in the table below (the "Purchase Price").  Holders whose Old Notes are accepted in the Tender Offer will also receive any accrued and unpaid interest (the "Accrued Interest") on these Old Notes up to (but excluding) the Tender Offer Settlement Date. The total amount paid for each tendered and accepted note will be the Purchase Price plus Accrued Interest (the "Total Price").

During the Tender Period, a holder of Old Notes may place orders to tender Old Notes ("Tender Orders") through any of the Dealer Managers (as defined below).  Holders will not be able to submit tenders through Euroclear Bank S.A./N.V. ("Euroclear"), Clearstream Banking, societe anonyme ("Clearstream") or the Depository Trust Company ("DTC") systems.  If a holder does not have an account with a Dealer Manager, such holder may place a tender offer through any broker, dealer, commercial bank, trust company, other financial institution or other custodian that it customarily uses. Your broker must contact one of the Dealer Managers to submit a Tender Order on your behalf.

Citigroup Global Markets Inc., as the billing and delivering bank for the Tender Offer (in such capacity, the "Billing and Delivering Bank"), will consolidate Tender Orders and, upon instruction of Jamaica, accept Old Notes for purchase pursuant to the Tender Offer, subject to proration as described in the Offer to Purchase, on Friday, August 12, 2016 or as soon as possible thereafter.  Each of Jamaica and the Billing and Delivering Bank reserves the right, in the sole discretion of each of them, not to accept any or all Tender Orders. Tender Orders by a holder of each series of Old Notes must be in principal amounts of at least the Minimum Denomination of such series of Old Notes ("Permitted Tender Amounts") as indicated in the Offer to Purchase.

There is no letter of transmittal for the Tender Offer. If you hold Old Notes through DTC, they must be delivered for settlement no later than 3:00 p.m., New York City time, on the Tender Offer Settlement Date.  If you hold Old Notes through Euroclear or Clearstream, the latest process you can use to deliver your Old Notes to the Billing and Delivering Bank is the overnight process, one day prior to the Tender Offer Settlement Date; you may not use the optional daylight process. Failure to deliver Old Notes on time may result (i) in the cancellation of your Tender Order and in you becoming liable for any damages resulting from that failure, and/or (ii) in the delivery of a buy-in notice for the purchase of such Old Notes, executed in accordance with customary brokerage practices for corporate fixed income securities, and/or (iii) in the case of Preferred Tenders (as defined in the Offer to Purchase), in the cancellation of your tender and in your remaining obligation to purchase your allocation of New Notes in respect of your related Indication of Interest.  Holders will not have withdrawal rights with respect to any tenders of Old Notes in the Tender Offer.  Old Notes accepted for purchase will be settled on a delivery versus payment basis with the Billing and Delivering Bank on the Tender Offer Settlement Date in accordance with customary brokerage practices for corporate fixed income securities (i.e., a "desk to desk" or "broker to broker" trade).

If the aggregate Total Price of all Preferred Tenders exceeds the Maximum Purchase Amount, then each New Note Requestor shall have its Preferred Tenders for each series of Old Notes prorated down, proportionate to the relative size of such New Note Requestor's Preferred Tenders of that series of Old Notes to all Preferred Tenders, so that the aggregate Total Price of all Preferred Tenders equals the Maximum Purchase Amount. In such case, no non-Preferred Tenders will be accepted. For any prorated Preferred Tenders, the associated Indications of Interest will be decreased accordingly.

If the aggregate Total Price of all Tenders exceeds the Maximum Purchase Amount, but the aggregate Total Price of all Preferred Tenders does not exceed the Maximum Purchase Amount, then the non-Preferred Tenders for each series of Old Notes shall be prorated down, so that the aggregate Total Price of all Tenders equals the Maximum Purchase Amount.

All Old Notes that are tendered pursuant to Tender Orders placed through a Dealer Manager and accepted by Jamaica will, subject to the conditions set forth in the Offer to Purchase, be purchased by the Billing and Delivering Bank in such amounts as Jamaica shall determine.  The Billing and Delivering Bank will only be liable for the payment of the Purchase Price and Accrued Interest for Old Notes accepted in the Offer subject to the satisfaction of the conditions set forth in the Dealer Manager Agreement, including, in particular, only to the extent of the amount of funds available from those deposited in the Escrow Account by Jamaica from the proceeds of the New Notes Offering in accordance with the Dealer Manager Agreement. Any holder who fails to make delivery in accordance with the Offer to Purchase shall not be entitled to receive any payment therefore unless Jamaica or the Billing and Delivering Bank, in their sole discretion, determine to waive any such failure. The Billing and Delivering Bank shall only have the obligation to sell to Jamaica the Old Notes validly tendered and accepted for purchase that the Billing and Delivering Bank has actually received pursuant to the Offer to Purchase on the date of settlement of the Tender Offer.

The Tender Offer is subject to Jamaica's right, at its sole discretion and subject to applicable law, to instruct the Billing and Delivering Bank to extend, re-open, amend or waive any condition of, or terminate the Tender Offer at any time. In the event of a termination of the Tender Offer, the relevant Old Notes will be returned to the holder.  Each of Jamaica and the Billing and Delivering Bank reserves the right, in the sole discretion of each of them, not to accept tenders for any reason.

The Offer to Purchase may be downloaded from the Information Agent's website at http://www.gbsc-usa.com/Jamaica/ or obtained from the Information Agent, Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006 (Tel. (212) 430 3774, or toll free (866) 470-3900) Attention: Corporate Actions, or from any of the Dealer Managers.

The Dealer Managers for the Tender Offer are:

Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contact information.

Contact information:

Global Bondholder Services Corporation
Attention:  Corporate Actions
65 Broadway – Suite 404
New York, NY 10006
Banks and Brokers call: +1 (212) 430-3774
Toll free: +1 (866) 470-3900
website:  http://www.gbsc-usa.com/Jamaica/

Important Notice

The distribution of materials relating to the Tender Offer or the New Notes Offering and the transactions contemplated by the Tender Offer and the New Notes Offering may be restricted by law in certain jurisdictions.  Each of the Tender Offer and the New Notes Offering is void in all jurisdictions where it is prohibited.  If materials relating to the Tender Offer or the New Notes Offering come into your possession, you are required by Jamaica to inform yourself of and to observe all of these restrictions.  The materials relating to the Tender Offer and the New Notes Offering, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law.  If a jurisdiction requires that the Tender Offer or the New Notes Offering be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Tender Offer or the New Notes Offering, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction.  Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as "holders."

In any EEA Member State this communication is only addressed to and is only directed at qualified investors within the meaning of the Prospectus Directive. This Tender Offer does not constitute an offer to sell or the solicitation of an order to buy any New Notes.  The New Notes will only be offered in jurisdictions and upon such conditions where it is legal to make such offers.  The offer of the New Notes is restricted in certain jurisdictions by law.  In any EEA Member State the offer of the New Notes is only addressed to and directed at qualified investors within the meaning of the Prospectus Directive.

Austria

Any materials relating to the Tender Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.  If a jurisdiction requires that the Tender Offer be made by a licensed broker or dealer and the Dealer Managers or its respective affiliates is such a licensed broker or dealer in that jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or affiliate in such jurisdiction.

The distribution of the Tender Offer in certain jurisdictions may be restricted by law.  Persons into whose possession the Offer Document comes are required by Jamaica, the Dealer Managers, the Information Agent and the Billing and Delivering Bank to inform themselves about, and to observe, any such restrictions as set out in the "Jurisdictional Restrictions" section of the Offer to Purchase.

Belgium

The Tender Offer does not constitute a public offering within the meaning of Articles 3, §1, 1° and 6 of the Belgian Law of April 1, 2007 on takeover bids (the "Takeover Law").  The Tender Offer is exclusively conducted under applicable private placement exemptions and has therefore not been, and will not be, notified to, and any other offer material relating to the Tender Offer has not been, and will not be, approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten).

Accordingly, the Offer Document may only be advertised, offered or distributed in any way, directly or indirectly, to any persons located and/or resident in Belgium who qualify as "Qualified Investors" as referred to in Article 6, §3, 1° of the Takeover Law, and who are acting for their own account, or in other circumstances which do not constitute a public offering in Belgium pursuant to the Takeover Law.

Canada

The Offer is only available in Canada to persons that are accredited investors within the meaning of National Instrument 45-106 of the Canadian Securities Administrators.

France

The Tender Offer is not being made, directly or indirectly, to the public in France.  Neither this announcement nor any other documents or materials relating to the Tender Offer have been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France and only (i) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-2 and D.411-1 of the French Code monétaire et financier and/or (iii) the other legal entities referred to in Articles L.341-2 1° and D.341-1 of the French Code monétaire et financier are eligible to participate in the Offer.  The Offer has not been and will not be submitted to the clearance procedures (visa) of nor approved by the Autorité des marchés financiers.

Germany

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF THE OLD NOTES.  NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER NOR ANY INFORMATION CONTAINED THEREIN CONSTITUTE AN OFFER, OR AN ADVERTISEMENT, OR AN OFFER FOR SALE OF SECURITIES.  NEITHER THIS ANNOUNCEMENT NOR THE OFFER CONSTITUTE OR ARE INTENDED FOR PLACEMENT OF SECURITIES.

Hong Kong

With respect to persons in Hong Kong, the Tender Offer is only made to, and is only capable of acceptance by, professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made thereunder ("professional investors").  No person or entity may issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Old Notes or the Tender Offer, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong, including in circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong) other than with respect to Old Notes which are or are intended to be tendered only by persons outside Hong Kong or only by "professional investors" as defined in the SFO and any rules made thereunder.

Italy

The announcement has not been registered with the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian securities legislation and, accordingly, the Tender Offer may not be promoted, and copies of this announcement may not be delivered, to Holders resident or located in Italy, other than (i) to qualified investors (investitori qualificati) (as defined in Article 26, paragraph 1, letter d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (the "Intermediaries Regulation")), pursuant to Article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of May 14, 1999, as amended, or (ii) in any other circumstances where an express exemption from compliance with the restrictions on public offers to purchase applies.

Holders or beneficial owners of the Old Notes may tender their Old Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Italian Legislative Decree No. 58 of February 24, 1998, as amended, the Intermediaries Regulation and Italian Legislative Decree No. 385 of September 1, 1993, each as amended) and in compliance with any other applicable laws and regulations or with any requirements imposed by CONSOB or any other Italian authority.

This announcement and the information contained herein are intended only for the use of its recipient and are not to be distributed to any third-party resident or located in Italy for any reason.  No person resident or located in Italy other than the original recipients of this document may rely on it or its contents.

Jamaica            

This announcement has not been and is not required to be registered with the Financial Services Commission pursuant to the Jamaican Securities Act.  No purchase of any securities in connection with this Tender Offer can be completed in Jamaica unless the purchase is made by or through a securities dealer registered with the Financial Services Commission or an exempt dealer (being a bank). However, Jamaican law does not prevent a Jamaica resident from selling securities outside the jurisdiction.

Luxembourg

In Luxembourg, this announcement has been prepared on the basis that the USD Notes Offering and the Tender Offer will be made pursuant to an exemption under Article 3 of the Prospectus Directive from the requirement to produce a prospectus for offers of securities.

Switzerland

The Tender Offer is made in Switzerland on the basis of a private offer, not as a public offering.  Neither this document nor any other offering or marketing material relating to the Tender Offer constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations, and neither this document nor any other offering or marketing material relating to the Tender Offer may be publicly distributed or otherwise made publicly available in Switzerland.

United Kingdom

Neither the communication of this announcement nor any other offer material relating to the Tender Offer has been approved, by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000.  This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (as so amended, the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such other persons together being referred to as "relevant persons").  Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.  Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

SOURCE Government of Jamaica